Unassociated Document


    VOTING
AGREEMENT

     

    THIS
VOTING AGREEMENT is made as of the 30 day of November, 2009, by and among
Investwide Capital LLC and LP and Jayhawk Private Equity Fund, LP (the “Lead Investor”) and
the shareholders listed on the signature pages hereto (the “Shareholders”).

     

    WHEREAS,
in order to induce the various purchasers (the “Purchasers”) of the
8% Senior Secured Convertible Notes  (the “Notes”) of Sino Gas
International Holdings Inc. (the “Company”) to purchase
the Notes, the Shareholders have agreed to execute this Voting Agreement
pursuant to the terms and conditions set forth below; and

     

    NOW,
THEREFORE, it is hereby agreed as follows:

     

    1.           Agreement to Vote.
Each of the Shareholders agrees to vote, or cause to be voted, at any meeting of
stockholders of the Company all shares of Common Stock of the Company owned by
such Shareholder or any entity affiliated with such Shareholder (“Subject Securities”),
or act by written consent of stockholders in lieu of any such meeting, as the
case may be, in favor of the election to the Board of Directors of the Company
of one person designated by the Lead Investor on behalf of the
Purchasers.

    


    2.           Grant of Irrevocable
Proxy. EACH SHAREHOLDER HEREBY IRREVOCABLY GRANTS TO, AND APPOINTS, [LEAD
INVESTOR] AS SUCH SHAREHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF
SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF SUCH SHAREHOLDER, TO VOTE
ALL SUCH SHAREHOLDER’S SUBJECT SECURITIES (OWNED OF RECORD OR BENEFICIALLY), OR
GRANT A CONSENT OR APPROVAL IN RESPECT OF SUCH SUBJECT SECURITIES WITH VOTING
POWER, IN FAVOR OF THE ELECTION TO THE COMPANY’S BOARD OF DIRECTORS OF ONE
PERSON DESIGNATED BY [LEAD INVESTOR]. Each Shareholder represents that any
proxies heretofore given in respect of such Shareholder’s Subject Securities are
not irrevocable, and that all such proxies are hereby revoked. Each Shareholder
hereby affirms that the irrevocable proxy set forth in this Section 2 is given
to secure the performance of such Shareholder’s duties under this Agreement.
Each Shareholder hereby further affirms that the irrevocable proxy set forth in
this Section 2 is coupled with an interest and may under no circumstances be
revoked unless and until this Agreement is terminated in accordance with Section
3 of this Agreement. Each Shareholder hereby ratifies and confirms all that such
irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each
such irrevocable proxy is executed and intended to be irrevocable in accordance
with the provisions of applicable law.

     

    3.           Termination. This
Agreement and all rights granted hereby shall terminate and will cease to be of
any further force or effect when less than $1,000,000 of the Notes remain
outstanding.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.           Amendments. This
Agreement may not be amended, supplemented, waived or otherwise modified or
terminated, except upon the execution and delivery of a written agreement
executed by the parties hereto.

    


    5.           Enforceability/Severability.
The parties hereto agree that each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law.
If any provision of this Agreement shall nevertheless be held to be prohibited
by or invalid under applicable law, (a) such provision shall be effective only
to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement, and
(b) the parties shall, to the extent permissible by applicable law, amend this
Agreement, so as to make effective and enforceable the intent of this
Agreement.

    


    6.           Representations by
Shareholders. Each Shareholder hereby represents and warrants, severally
and not jointly, that the execution and delivery of this Agreement and
compliance with the provisions hereof do not and will not conflict with, or
result in any violation or breach of, or default (with or without notice or
lapse of time, or both) under, or give rise to a right of, or result in,
termination, cancellation or acceleration of any obligation, or to loss of a
material benefit under, or result in the creation of any lien in or upon any of
the Subject Securities under, or give rise to any increased, additional,
accelerated or guaranteed rights or entitlements under, any provision of (A) any
contract, agreement or instrument to which he is a party or (B) any statute,
law, ordinance, rule or regulation or judgment, order, writ, injunction,
stipulation or decree, in each case, applicable to him, other than any such
conflicts, violations, breaches, defaults, rights, losses, liens or entitlements
that individually or in the aggregate could not reasonably be expected to impair
in any material respect his ability to perform his obligations under this
Agreement.

    


    7.           Further Assurances.
Each Shareholder shall from time to time execute and deliver, or cause to be
executed and delivered, such additional or further consents, documents and other
instruments as Lead Investor may request for the purpose of effectuating the
matters covered by this Agreement, including the grant of the irrevocable
proxies set forth in Section 2.

    


    8.           Assignment. Neither
this Agreement nor any of the rights, interests or obligations under this
Agreement shall be assigned, in whole or in part, by operation of law or
otherwise, by any of the parties hereto without the prior written consent of the
other parties hereto. Any purported assignment in violation of this Section 8
shall be void.  Subject to the preceding sentences of this Section 8,
this Agreement shall be binding upon, inure to the benefit of and be enforceable
by, the parties hereto and their respective successors and assigns.

    


    9.           Governing Law. This
Agreement shall be governed by and construed under the laws of the State of New
York as applied to contracts among New York residents entered into and to be
performed entirely within New York.

    


    10.           Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. A telephone line facsimile transmission or an electronic
transmission of this Agreement bearing a signature on behalf of a party hereto
shall be legal and binding on such party.

     

    [Signature
page follows.]

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year herein above first written.

     

     

    Investwide Capital
LLC

    Jayhawk Private Equity Fund,
LP

    [Lead
Investor]

     

    


    SHAREHOLDERS:

    


    

     

    
      
         

      

      
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